AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 28, 2021, by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Acquiror”), Titan Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”) and Terran Orbital Corporation, a Delaware corporation (the “Company”). Acquiror, Merger Sub, and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (“SPAC”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SPAC, Terran Orbital Corporation, a Delaware corporation (the “Company”), and Titan Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”), pursuant to which, among other things, Company Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, will become a subsidiary of SPAC, on the terms and subject to the conditi
INVESTOR RIGHTS AGREEMENT BY AND AMONG TERRAN ORBITAL CORPORATION (F/K/A TAILWIND TWO ACQUISITION CORP.) AND THE HOLDERS PARTY HERETO DATED AS OF October 28, 2021Investor Rights Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
This INVESTOR RIGHTS AGREEMENT (as it may be amended, restated, suppleme nted or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 28, 2021, is made by and among:
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 28, 2021, by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Terran Orbital Corporation, a Delaware corporation (the “Company”) and [●], a [●] (the “Holder”). Acquiror, the Company and the Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as hereinafter defined).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made by and among Tailwind Two Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the other holder of shares of Acquiror Class B Common Stock (the “Founder Shares”) (such holder of Founder Shares, the “Other Holder”, and together with the Sponsor, collectively, the “Holders” in each case as set forth on Schedule I hereto) and certain other persons (together with the Other Holder, the “Insiders”), Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), and Terran Orbital Corporation, a Delaware corporation (the “Company”). The Sponsor, the Other Holders, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined).
